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13-185 Purchase and Sale Agreement and Joint Escrow Instructions, Campus Holdings, Inc. (a subsidiary of Apple Inc.) for a portion of Pruneridge Avenue OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE• CUPERTINO, CA 95014-3255 TELEPHONE: (408)777-3223• FAX: (408)777-3366 CUPERTINO WEBSITE:www.cupertino.org December 11, 2013 Campus Holdings, Inc C/o Apple Inc 1 Infinite Loop, M/S 47-2 REF Cupertino, CA 95014 Attention: Apple Campus 2 Project Manager Re: Purchase and Sale Agreement and Joint Escrow Instructions with Campus Holdings, Inc (a subsidiary of Apple Inc.) for a portion of Pruneridge Avenue A fully executed copy of the Purchase and Sale Agreement and Joint Escrow Instructions for a partion of Pruneridge Avenue between Campus Holdings, Inc (a subsidiary of Apple Inc.) and the City of Cupertino is enclosed. If you have any questions or need additional information, please contact the Public Works Department at (408) 777-3354. Sincerely, G�c=�-,�- ',��-w...c�,�-- U Kirsten Squarcia Deputy City Clerk Enclosure cc: Public Works, City Attorney Morrison & Foerster LLP Attn: Philip J. Levine Apple Inc. 755 Page Mill Road 1 Infinite Loop, M/S 4 DLAW Palo Alto, CA 94303-1018 Cupertino, CA 95014 Attention: Real Estate Counsel PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT(the "Agreement")is entered into by and between Campus Holdings,Inc ("CHI"),a Delaware corporation and wholly owned subsidiary of Apple Inc., a California corporation("Apple Inc.°�and the Cityof Cupertino, a municipal corporation("City')in the following factual context,effective as of November 19,2013 ("Effective Date"). RECITALS A. City owns real property that has been used as a public right-of-way,commonly known as Pruneridge Avenue,in the City of Cupertino,Santa Clara County, California. B. On October 15,2013,pursuant to California Streets and Highways Code Section 5300 et seq.,and after consideration of all evidence submitted,the City of Cupertino City Council found that the portion of Pruneridge Avenue described in the legal description attached as Exhibit PSA-1 (the"Property') and all appurtenances thereto,induding all easements and rights-of-way appurtenant to the Property,are unnecessary for present or prospective public use,and thereby adopted Resolution No. 13-OS6 evidencing the City'sintent to vacate the Property and all such appurtenances,easements,and rights-of-way. C. City has agreed to sell the Property to CHI, and CHI has agreed to purchase the same from City,upon the satisfaction of the conditions set forth herein and on the terms and conditions of this Agreement. AGREEMENT NOW THEREFORE,far valuable consideration,the receipt and sufficiency of which are hereby aclrnowledged,the parties agree as follows ARTICLE 1 PROPERTY/PURCHASE PRICE Section 11 Certain Basic Terms. (a) CHI and Notice Address: Campus Holdings,Inc. c/o Apple Inc. 1 Infinite Loop,M/S 47-2 REF Cupertino,California 95014 Attention: Apple Campus 2 Project Manager Email: dwhisenhunt@apple.com 1 OAK N4850-4521-9861 v10 With Copies to: Apple Inc. 1 Infinite Loop,M/S 4 DLAW Cupertino, California 95014 Attention; Real Estate Counsel Telephone: (408) 862-6012 Email: ifowlerc�?apple.com Morrison&Foerster LLP Attention: Philip J. Levine 755 Page Mill Road Palo Alto,California 94304-1018 Telephone: (650) 813-5613 Facsimile: (650)494-0792 Email: �levine@mofo com (b) City and Notice Address: City Clerk City of Cupertino 10300 Torre Avenue Cupertino,California 95014-3202 Telephone: (408)777-3200 Facsimile: (408)777-3366 Email: citvclerkQcu�errino.org With Copies to: City Attorney City of Cupertino 20410 Town Center Lane, Suite 210 Cupertino, California 95014 Telephone: (408)777-3200 Facsimile: (408)777-3366 Email: citvattorneyC�?cupertino org (c) Effective Date. The Effective Date of this Agreement is the last date of execution of this Agreement by khe City or CHI,as indicated on the signature page and stated in the preamble to this Agreement. (d) Purchase Price. Twenty-Three Million Eight Hundred Fourteen Thousand Two Hundred Fifty-Seven Dollars($23,814,257.00) ("Purchase Price°). CHI shall deposit the sum of Five Million,Nine Hundred Fifty-Three Thousand, Five Hundred Sixty-Four Dollars ($5,953,564) (the °Initial DeposiY'),which sum is equal to Twenty-five percent(25%) of 2 OAK#4850-4521-9A61 v10 the Purchase Price,into escrow with the Escrow Agent by not later than thirty(30) days following the effective date of the Development Agreement(defined below). The Escrow Agent shall invest the Initial Deposit as directed by CHI,and all investment income thereon shall be added to and become a part of the Initial Deposit. The Purchase Price less the Earnest Money and the Initial Deposit shall be paid on the Closing Date. (e) Earnest Monev. Ten Thousand Dollars($10,000)earnest money(the "Earnest Money"). The Earnest Money shall be deposited in accordance with Secrion 1.3 below. References to Earnest Money shall include interest thereon. (� Closing Date. The date of Closing for conveyance of the Property(the °Closing Date") shall take place on the first business day following five (5) days after the later of(i) the expiration of all applicable challenge periods relating to the Project Approvals,without the filing of litigation, and(ii) the date that all utilities located on the Property have been relocated in accordance with Section 4.3,provided however,the Closing Date shall not be later than the Outside Closing Date (defined in Section 5.2. For purposes of this Section 1.1(f), 'Troject Approvals' shall have the meaning specified in the Development Agreement entered into by Apple Inc. and City dated November 19,2013 (the "Development Agreement"). (g) Title Company. First American Title Company Attention: Linda Tugade 1737 North First Street, Suite 460 San Jose,California 95112 Telephone: (408)579-8340 Facsimile: (408)451-7928 Email: ltu�;ade@firstam,com (h) Escrow Agent: Same as Section 1.1(g). Section 1.2 Pro er . Subject to the terms and condifions of this Agreement, City agrees to sell to CHI,and CHI agrees to purchase from City,the Property. Section 1.3 Earnest Monev. The Earnest Money of Ten Thousand Dollars ($10,000), in immediately available federal funds,evidencing CHI's good faith to perform CHI's obligations under this Agreement,shall be deposited by CHI with the Escrow Agent not later than five (5) days after the Effective Date. Upon delivery of the Earnest Money to the Escrow Agent,the Earnest Money shall become non-refundable. The Escrow Agent shall pay the Earnest Money to City at and upon the Closing as a credit against the Purchase Price,or otherwise,to the party entitled to receive the Earnest Money in accordance with Article 9 below. 3 oax a4sso-�su-�sei.,io ARTICLE 2 INSPECTIONS Section 2.1 Property Information. City has provided copies to CHI,to the extent in City's possession or control, of the following("Property Information"): all existing environmental reports relating to the Property;any ALTA or other survey of the Property;any soils reports on the Property; and all information identifying the types and locations of all utilities and related facllities and equipment located at the Property. In addition,City shall provide to CHI any other non-privileged documents in City's possession or control regarding the Property that CHI reasonably requests in writing. Except as otherwise expressly provided herein,City makes no representations or warranties as to the accuracy or completeness of the Property Information. Section 2.2 Inspections. Prior to the Effective Date, CHI,its employees, contractors, consultants,agents and representatives (w1lecHvely, "CHI's Agents")had the right to enter upon the Property for the purpose of inspecting the Property,and CHI has performed all such inspections desired by CHL Section 2.3 "As Is' Sale and CHI's Reliance on its Investigations and Release. The provisions of this Section 2.3 shall survive indefinitely the Closing,close of escrow and recardation of the Deed,and shall not be deemed merged into any of the Closing documents. CHI acknowledges and agrees that it has been given a full opportunity to inspect and investigate each and every aspect of the Property,either independently or through CHI's Agents. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, CITY AND CHI AGREE THAT EXCEPT AS EXPRESSLY PROVIDED IN SECTION 71 BELOW("CITY'S WARRANTIES"), CITY IS SELLING AND CHI IS PURCHASING AND TAKING THE PROPERTY ON AN"AS IS"BASIS. CHI ACKNOWLEDGES THAT IN ITS PURCHASE OF THE PROPERTY,CHI IS RELYING SOLELY UPON ITS EXAMINATION OF THE PROPERTY AND,EXCEPT FOR CITY'S EXPRE55 WARRANTIES,CHI IS NOT RELYING UPON ANY REPRESENTATION,STATEMENT OR OTHER ASSERTION OF ANY KIND WHATSOEVER,EXPRESS OR IMPLIED,FROM CITY,ITS EMPLOYEES, AGENTS,CONSULTANTS,CONTRACTORS,REPRESENTATIVES OR BROKERS AS TO ANY MATTER CONCERNING THE PROPERTY. Section 2.4 Release bv CHI. Except for any breach of the City's Warranties,effective upon the Closing Date, CHI waives,releases,remises,acquits and forever discharges City and the Indemnitees (defined in Section 4.3 below)from any and all Claims (defined in Section 4.3 below) direct or indirect,known or unlmown,foreseen or unforeseen,which CHI now has or which may arise in the future on account of ar in any way arising from or in connection with the physical condition of the Property,including the presence of Hazardous Materials (defined below)in,on or under the Property,ar the violation of any law or regulation applicable to the Property,including,without limiting the generality of the foregoing, Environmental Laws (defined below) except to the extent any such Claims arise from the gross negligence or willful misconduct of the Indemnitees. This Section 2.4 shall survive the Closing and the termination of this Agreement. 4 OAK q4850-4521-9861 v10 CHI ACKNOWLEDGES THAT CHI IS FAMILIAR WITH SECTION 1542 OF THE CALIFORNIA CIVIL CODE,WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE;WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. BY INITIALING BELOW, CHI EXPRESSLY WAIVES THE BENEFITS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE WITH RESPECT TO THE FOREGOING RELEASE: CHI's initials: Section 2.5 Definitions. As used in this Agreement,the following terms shall have the following meanings: "Hazardous Material"means any chemical,compound,material,mixture, or substance that is now or may in the future be defined or listed 'rn, or otherwise classified pursuant to any Environmental Laws(defined below) as a "hazardous substance°, "hazardous material", "hazardous waste',"extremely hazardous waste°,infectious waste°,toxic substance°,toxic pollutanY', or any other formulation intended to define,list or classify substances by reason of deleterious properfies such as ignitability,corrosivity,reactivity, carcinogenicity,or toxicity. The term "hazardous material" shall also include asbestos or asbestos-containing materials,radon, chrome and/or chromium,polychlorinated biphenyls, petroleum,petroleum products or by-products,petroleum components,oil,mineral spirits, natural gas,natural gas liquids,liquefied natural gas, or synthetic gas usable as fuel, perchlarate, and methy tert butyl ether,whether or not defsned as a hazardous waste or hazardous substance in the Environmental Laws. "Environmental Laws'means any and all federal,state and local statutes, ordinances, orders,rules,regulations,guidance documents,judgments,governmental authorizations or directives, or any other requirements of governmental authorities,as may presently exist,or as may be amended or supplemented, or hereafter enacted,relating to the presence,release,generation,use,handling,heatment,storage,transportation or disposal of Hazardous Material,or the protection of the envirorunent or human,plant or animal health, including,without limitation,the Comprehensive Environmental Response,Compensation and Liability Act of 1980,as amended by the Superfund Amendments and Reauthorization Act of 1986(42 U.S.C. §9601),the Hazardous Materials Transportation Act(49 U.S.C.� 1801 et seq.), the Resource Conservation and Recovery Act(42 U.S.C. §6901 et seq.),the Federal Water Pollution Control Act(33 U.S.C. §1251 et seq.),the Clean Air Act(42 U.S.C. § 7401 et seq.),the Toxic Substances Control Act(15 U.S.C. �2601 et seq.),the Oil Pollution Act(33 U.S.C. §2701 et 5 OAK M4850-4521-9861 v10 seq.),the Emergency Planning and Community Right-to-Know Act(42 U.S.C. § 11001 et seq,),the Porter-Cologne Water Quality Control Act(Cal.Water Code§ 13000 et seq.),the Toxic Mold Protection Act(CaL Health&Safety Code§26100,et seq.),the Safe Drinking Water and Toxic Enforcement Act of 1956(Cal.Health&Safety Code§25249.5 et seq.),the Hazardous Waste Control Act(CaL Health&Safety Code§25100 et seq.),the Hazardous Materials Release Response Plans&Inventory Act(Cal.Health Bz Safety Code§25500 et seq.),and the Carpenter- Presley-Tanner Hazardous Substances Account Act(Cal. Health and Safety Code,Section 25300 et seq.). ARTICLE 3 TITLE AND SURVEY REVIEW Section 3.1 Delivery of Title Report. CHI has obtained a preliminary report or title commitment issued by the Title Company(the "Title Repart") covering the Property,together with copies of all documents referenced in the Title Report. CHI has also obtained a survey(the "Survey') of the Property. The items disclosed in the Title Report and the Survey that are approved by CHI are referred to as the"Permitted Exceptions." As a condition to CHI's obligation to close the transaction contemplated by this Agreement, the Title Company shall be irrevocably committed to issue, at Closing,an ALTA 2006 extended coverage Owner's Policy of Title Insurance(the "Tifle Policy"),in the amount of the Purchase Price showing title to the Property vested in CHI,together with such endorsements as CHI may require (including, without limitation,endorsements insuring that(a) the Property is free and clear of any claims by mechanics or mate'rialmen, (b)the Property either is a separate and legally subdivided parcel of property or is exempt from the California Subdivision Map Act, and (c)the Property is contiguous to the other real property owned by CHI or its affiliates lying immediately north, south and west of the Property),and subject only to: (i) the Permitted Exceptions,(ii)non- delinquent liens for real estate taxes and assessments and(iii) any exceptions or matters created by CHI or CHPs Agents. ARTICLE 4 OPERATIONS AND RISK OF LOSS Secrion 4.1 Ongoing Operations. During the pendency of this Agreement, City shall carry on its activities relating to the Property m the same manner as it did before the Effective Date,subject to Section 4.2. Section 4.2 New Contracts. During the pendency of this Agreement,City will not, without CHI's prior written wnsent(which may be withheld in CHPs sole and absolute discretion),enter into any contract or agreement that will be an obligation affecting the Property after Closing. Section 4.3 Relocation of Utilities. Prior to the Closing Date,without cost to City and with no City reimbursement obligation,CHI shall cause to be relocated all utilities located in, on, or under the Property(°Relocation Work"). Such Relocation Work shall be performed in a good and workmanlike manner and in compliance with all applicable local,state and federal laws,rules,and regulations. The City shall,and shall cause all Indemnitees,to reasonably 6 OAK N4850-4521-9861 v10 . cooperate in the performance of such Relocation Work,including,without limitation,by granting CHI and Apple Inc. and their respective agents,contractors and representatives access to the Property as necessazy to facilitate the Relocation Work. City shall cooperate with third party utility providers with respect to the termination and re-routing of applicable utility services, provided that City shall incur no cost or expense in connection with the foregoing. Prior to commencing the Relocation Work, CHI will cause Apple Inc.to execute an Improvement Agreement by and between Apple Inc. and City in form reasonably approved by City and Apple Inc ("Improvement AgreemenY'),pursuant to which,among other provisions,Apple Inc. will agree to indemnify, defend, and hold the City and its elected and appointed officers, officials,employees,agents, consultants,and contractors (collectively,the"Indemnitees') harmless from and against all liability,loss,cost,expense(including without limitarion reasonable attorneys'fees and costs of litigation),claim,demand,action,suit,judicial or administrarive proceeding,penalty,deficiency,fine, order, and damage (all of the foregoing collectively"Claims") to the extent arising in connection with the Relocafion Work,including without limitation,Claims caused by the release of Hazardous Materials in connection with such Relocation Work;provided,however, that this indemnity shall not apply to any Claims to the extent arising from or relating to the negligence or willful misconduct of the City or any other Indemnitee,or any breach by the City of its warranties or obligations under this Agreement or the Improvement Agreement. In addition,prior to commenc'rng the Relocation Work,CHI will cause Apple Inc. to provide City with evidence of insurance conforming to the requirements set forth in the Improvement Agreement. The indemnity and deEense provisions of this Section 4.3 and the Improvement Agreement will survive the Closing and the termination of this Agreement. ARTICLE 5 CLOSING Section 5.1 Closing and Escrow Instructions. (a) The consummation of the transaction contemplated in this Agreement ("Closing") shall occur on the Closing Date (defined in Section 1.1(f)) at the offices of the Escrow Agent. Closing shall occur and CHI's funds shall be received on or before 11:00 A.M. Pacific Time on the Closing Date. (b) City and CHI agree to execute such reasonable additional and supplemental escrow instructions as may be appropriate to enable the Escrow Agent to comply with the terms of this Agreement;provided,however,that in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control. SecHon 5.2 Conditions to the Parties' Obligations to Close. The obligations of City, on the one hand,and CHI,on the other hand,to consummate the transaction contemplated hereunder are contingent upon the following conditions: 7 onx aaaso-4szi-9a6i�io i (a) The other party's representations and warranties contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement and the Closing Date; (b) As of the Closing Date,the other party shall have perfarmed its obligations under this Agreement in all material respects and all deliveries to be made at Closing have been tendered; (c) There shall exist no actions,suits,arbitrarions,claims,attachments, proceedings,assignments for the benefit of creditors,insolvency,bankruptcy,reorganizafion or other proceedings,pending or threatened against the other party that would materially and adversely affect the other party's ability to perform its obligations under this Agreement; (d) There shall exist no pending or threatened action,suit or proceeding with respect to the other party before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to,this Agreement or the consummation of the transacfion contemplated by it;and (e) City and Apple Inc. shall have entered into the Development Agreement, and the City Council Ordinance approving the Development Agreement shall have become effective. So long as a party is not in default hereunder,if any condition to such party's obligation to proceed with the Closing has not been satisfied as of the Closing Date,such party may,in its sole discretion,either(i)terminate this Agreement by delivering written notice to the other party on or befare the Closing Date, (ii)extend the Closing Date by a reasonable period of time, by giving notice to the other party,to permit such condition to be satisfied,or(iii)elect to close,nohvithstanding the non-satisfaction of such condition,in which event such party shall be deemed to have waived any such condition. In no event shall the Closing Date be later than the "Outside Closing Date'which shall be the date that is two(2)years following the Effective Date of this Agreement unless the delay is due to force majeure events beyond the control of the party requesting delay,including the filing of litigation challenging this Agreement,the Development Agreement,or the vacaflon of the Property;provided however,in no event shall the Closing Date be later than the date that is five(5)years following the Effective Date of this Agreement. In the event of a termination, other than as a result of CHI's default,Escrow Agent shall disburse the Earnest Money to CHI,and neither party shall have any further rights or liabilities hereunder except as provided in Section 2.3 of this Agreement. If such party elects to close,notwithstanding the nonsatisfaction of such condifion,there shall be no liability on the part of the other party for breaches of representations and warranties of which the party electing to close had knowledge as of the Closing. In the event of a termination for any reason, the Initial Deposit shall be returned to CHI. Section 5.3 City's Deliveries in Escrow. On or before the Closing Date,City shall deliver in escrow to the Escrow Agent the following: 8 OAK q4850-4521-9861 v10 . (a) Deed. A grant deed(the"Deed") in the form attached hereto as Exhibit PSA-2 executed and acknowledged by City; (b) FIRPTA. A Foreign Investment in Real Property Tax Act affidavit executed by City; (c) Additional Documents. Any additional documents that Escrow Agent or the Title Company may reasonably require for the issuance of the Title Policy and the proper consummation of the transaction contemplated by this Agreement. Section 5.4 CHI's Deliveries in Escrow, On or before the Closing Date, CHI shall deliver in escrow to the Escrow Agent the following: (a) Purchase Price. The Purchase Price,less the Earnest Money and the Initial Deposit,plus or minus applicable prorations, shall be deposited by CHI with the Escrow Agent in immediate, same-day federal funds into the Escrow Agent's escrow account; (b) Additional Documents. Any additional documents that Escrow Agent or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement. Section 5.5 Closin� Statements/Escrow Fees. At the Closing,City and CHI shall deposit with the Escrow Agent executed closing statements consistent with this Agreement in the form required by the Escrow Agent. Section 5.6 Possession. City shall deliver possession of the Property to CHI at the Closing subject only to the Permitted Exceptions. Section 59 Closing Costs. At Closing, CHI shall pay all County transfer taxes,all City transfer taxes,and all recording costs and escrow fees due in connection with the transaction contemplated by this Agreement. CHI shall pay the premium for the Title Policy including any endorsements and the wst of the Survey and any survey update obtained by CHI. Each party shall pay its own attorneys'fees. Other costs, charges, and expenses shall be borne and paid as provided in this Agreement or in the absence of such provision,in accordance with local custom. Section 5.8 Close of Escrow. Upon satisfaction or complefion of the foregoing conditions and deliveries,the parties shall direct the Escrow Agent to immediately record and deliver the documents described above to the appropriate parfies and make disbursements according to the closing statements executed by City and CHI. ARTICLE 6 PRORATIONS Section 6.1 Prorations. The day of Closing shall belong to CHI and all prorations provided to be made as of the Closing shall each be made as of the end of the day before the 9 OAK 84850-4521-9861 v10 � � Closing Date. In each such proration set forth below,the portion applicable to periods beginning as of Closing shall be credited to CHI or charged to CHI as applicable and the portion applicable to periods ending as of Closing shall be credited to City or charged to City as applicable. (a) Taxes and Assessments. Real estate taxes and assessments, if any, imposed by governmental authority that are not yet due and payable shall be prorated as of the Closing based upon the most recent ascertainable assessed values and tax rates. City shall receive a credit for any such taxes and assessments paid by City and applicable to any period after the Closing. (b) Final Adjusrinent After Closing. If final prorations cannot be made at Closing for any item being prorated under this Section 6.1 or if any of the aforesaid prorations were calculated inaccurately,then CHI and City agree to allocate such items on a fair and equitable basis as soon as reasonably possible after the Closing Date(but in no event later than six(6) months after the Closing Date),to the effect that income and expenses are received and paid by the parties on a cash basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due within 30 days of written notice. Section 6.2 Sale Commissions. City and CHI represent and warrant each to the other that they have not dealt with any real estate broker, sales person or finder in connecfion with this transaction. IF ANY CLAIM IS MADE FOR BROKER'S OR FINDER'S FEES OR COMMISSIONS IN CONNECTdON WITH THE NEGOTIATION,EXECUTION OR CONSUMMATION OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY,EACH PARTY SHALL DEFEND,INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY FROM AND AGAINST ANY SUCH CLAIM BASED UPON ANY STATEMENT,REPRESENTATION OR AGREEMENT OF THE INDEMNIFYING PARTY. The provisions of this Article 6 shall survive the Closing, close of escrow and recordation of the Deed,and shall not be deemed merged into any of the Closing documents. ARTICLE 7 REPRESENTATIONS AND WARRANTIES Section 7.1 Ci , 's Representations and Warranties. As a material inducement to CHI to execute this Agreement and consummate this transaction, City represents and warrants to CHI that: (a) Organization and Authoritv. City is a municipal corporation, duly organized,validly exist'rng and in good standing in the jurisdiction of its formation. City has the full right and authority and has obtained any and all consents required to enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been,and all of the documents to be delivered by City at the Closing will be, authorized and properly executed and constitute, or will constitute,as appropriate,the valid and binding obligation of City,enforceable in accordance with their terms. 10 oax sasso-nszi-9sbi�io (b) Conflicts and Pending Action. There is no agreement to which City is a party or to City's Imowledge binding on City that conflicts with this Agreement. To City's knowledge,City has not received written nofice from any applicable governmental authority of any pending or threatened action against City or the Property,including condemnation proceedings,that challenges or impairs City's ability to execute or perform its obligations under this Agreement. (c) Vacation. The Property has heretofore been used as a public right-of-way constituting a segment of the roadway commonly known as Pruneridge Avenue in the City of Cupertino, County of Santa Clara,State of California. Prior to the Effective Date,the City adopted Resolution No. 13-086,indicating its intent to legally vacate the Property and all public appurtenances thereto, including all public easements and rights of way appurtenant to the Property. On the Closing Date, City will cause such Resolution to be recorded in the OfFicial Records of Santa Clara County. (d) Com�liance with Law. As of the Effective Date,to City's current actual knowledge,without the duty to investigate,the Property and its use are not in material violation of any law,ordinance or regulation,including any applicable Environmental Laws, and City has no actual knowledge that Hazardous Materials,other than substances typically used in connection with the installaHon or use of utilities of the type located on or under the Property,are present on or under the Property. City has received no notice of any regulatory agency enforcement action with respect to Hazardous Materials on or under the Property. (e) Leases and Contracts. As of the Effective Date,City is not a party to,nor to City's knowledge,does there exist,any written lease,license,use or occupancy arrangement or any contract or agreement affecting the Property or any porfion of it other than easements and agreements of record. Section 7.2 CHI's Representations and Warranties. As a material inducement to City to execute this Agreement and consummate this transaction, CHI represents and warrants to City that: (a) Organization and Authorit�. CHI has been duly organized and is validly existing and in good standing in the state of its formation,and is qualified to do business in the state in which the Property is located. CHI has the full right and authority and has obtained any and all consents required to enter into this Agreement and to consummate or cause to be consummated the transacflons contemplated hereby. This Agreement has been, and all of the documents to be delivered by CHI at the Closing will be,authorized and properly executed and constitutes, or will constitute,as appropriate,the valid and binding obligation of CHI, enforceable in accordance with their terms. (b) Conflicts and Pending Action. There is no agreement to which CHI is a party or to CHI's knowledge binding on CHI that conflict with this Agreement. There is no 11 OAK tt4850-4521-9861 v10 � action or proceeding pending or,to CHI's knowledge,threatened against CHI that challenges or impairs CHI's ability to execute or perform its obligations under this Agreement. ARTICLE 8 DEFAULT AND DAMAGES Section 8.1 DEFAULT BY CHI/LIOUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT CITY'S ACTUAL DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO CHI'S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION,THE PARTIES HAVE AGREED THAT,CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT,THE AMOUNT OF THE EARNEST MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT CITY WOULD INCUR IN THE EVENT OF CHI'S DEFAULT. IN THE EVENT CHI FAILS,WITHOUT LEGAL EXCUSE,TO COMPLETE THE PURCHASE OF THE PROPERTY,THE EARNEST MONEY MADE BY CHI SHALL BE FORFEITED TO CITY AS LIQUIDATED DAMAGES AND THE SOLE AIVD EXCLUSIVE REMEDY AVAILABLE TO CITY FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW,EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED,AT THE TIME THIS AGREEMENT WAS MADE,THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. Initials: � City C Secrion 8.2 Default by Citv. If City defaults in its obligation to sell and convey the Property to CHI pursuant to this Agreement, CHI's sole remedy shall be to elect one of the following: (a) to terminate this Agreement,in which event CHI shall be entitled to the refizrn of the Earnest Money,in which event neither party shall have any further rights or obligations under this Agreement except as to such provisions of this Agreement that expressly survive termination, or(b)to bring a suit for specific performance. ARTICLE 9 EARNEST MONEY Section 9.1 Use of Funds. If the Closing under this Agreement occurs,the Earnest Money shall be applied against the Purchase Price due City at Closing. Upon a termination of this Agreement,either party to this Agreement may give written notice to the Escrow Agent and the other party of such termination and the reason for such termination. Such request shall also constitute a request for the release of the Earnest Money in accordance with the terms of this Agreement. In the event of a dispute concerning the disbursement of the Earnest Money by either party in writing within 5 business days of the termination, the Escrow Agent shall retain the Earnest Money, until it receives written instrucflons executed by both City and CHI as to the disposition and disbursement of the Earnest Money, or until ordered by final court order, decree or judgment,which is not subject to appeal,to deliver the Earnest Money to a particular 12 OAK p4850-4521-9861 v10 party,in which event the Earnest Money shall be delivered in accordance with such notice, instruction,order, decree or judgment. Section 9.2 Interpleader. City and CHI mutually agree that in the event of any controversy regarding the Earnest Money,unless mutual written instructions are received by the Escrow Agent directing the disposition of the Earnest Money,the Escrow Agent shall not talce any action,but instead shall await the disposition of any proceeding relating to the Earnest Money or, at the Escrow AgenYs option,the Escrow Agent may interplead all parties and deposit the Earnest Money with a court of competent jurisdiction in which event the Escrow Agent may recover all of its wurt costs and reasonable attorneys'fees. City or CHI,whichever loses in any such interpleader action,shall be solely obligated to pay such costs and fees of the Escrow Agent, as well as the reasonable attorneys'fees of the prevailing party in accordance with the other provisions of this Agreement. Section 9.3 Liability of Escrow Agent. The parties acknowledge that: (a)the Escrow Agent is acting solely as a stakeholder at their request and for their convenience; (b) the Escrow Agent shall not be deemed to be the agent of either of the parties;and(c)the Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement,but shall be liable for its negligent acts and for any loss, cost or expense incurred by City or CHI resulting from the Escrow AgenYs mistake of law respecting the Escrow AgenYs scope or nature of its duties. City and CHI shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs,claims and expenses,including reasonable attorneys' fees,incurred in connection with the performance of the Escrow Agent's duties hereunder,except with respect to actions or omissions taken or made by the Escrow Agent in bad Faith,in disregard of this Agreement,or involving negligence on the part of the Escrow Agent. ARTICLE 10 MISCELLANEOUS Section 10.1 Parties Bound. This Agreement shall be binding upon and inure to the beneFit of the respective legal representatives,successors, assigns,heirs, and devisees of the parties. Section 10.2 Headines. The article,section and other headings of this Agreement are for convenience only and in no way limit or enlarge the scope or meaning of the language hereof. 4Vhere the context so requires,the use of the singular shall include the plural and vice versa and the use of the masculine shall include the feminine and the neuter. The term "person° shall include any individual,partnership,joint venture,corporation,trust, unincorporated association,any other entity and any government or any deparhnent or agency thereof,whether acting in an individual,fiduciary or other capacity. Section 10.3 Invaliditv and Waiver. If any portion of this Agreement is held invalid or inoperative, then so far as is reasonable and possible the remainder of this Agreement shall be deemed valid and operative,and effect shall be given to the intent manifested by the partion 13 OAK 74850-4521-9861 v10 �. � held invalid or inoperative. The failure by either party to enforce against the other any term or provision of this Agreement shall not be deemed to be a waiver of such party's right to enforce against the other party the same ar any other such term ar provision in the future. Section 10.4 Governing Law:Venue. This Agreement shall,in all respects,be governed,construed,applied,and enforced in accordance with the laws of the State of California. Any dispute related to the interpretation or enforcement of this Agreement shall be heard in courts having jurisdiction in Santa Clara County,California. Section 10.5 Survival. Unless otherwise expressly stated in this Agreement,each of the covenants,obligations,representations,and agreements contained in this Agreement shall survive the Closing and the execution and delivexy of the Closing documents required hereunder only for a period of six(6) months immediately following the Closing Date; provided,however the release set forth in Section 2.4,the indemnification provisions of Sections 4.3 and 6.2,and the provisions of Secfion 6.1(bl shall survive the termination of this Agreement or the Closing,whichever occurs,and shall not be merged,until the applicable statute of limitations with respect to any claim,cause of action,suit or other action relating thereto shall have fully and finally expired. Section 10b No Third Party Beneficiary. This Agreement is not intended to give or confer any benefits,rights,privileges, claims, actions,or remedies to any person or entity as a third party beneficiary, decree or otherwise. Section 109 Entirety and Amendments. This Agreement,together with the exhibits and schedules attached hereto,embody the entire agreement between the parties and supersedes all priar agreements and understandings relating to the Property. This Agreement may be amended or supplemented only by an instrument in writing executed by the party against whom enforcement is sought. Section 10.8 Time. Time is of the essence in the performance of this Agreement. Section 10.9 Attornevs' Fees. Intentionally Omitted. Section 10.10 Notices. All notices required or permitted hereunder shall be in writing and shall be served on the parties at the addresses set forth in Section 1.1. Any such notices shall be either(a)sent by overnight delivery using a nationally recognized overnight courier,in which case notice shall be deemed delivered one business day after deposit with such courier, or (b) sent by personal delivery,in which case notice shall be deemed delivered upon receipt. Any notice sent by personal delivery and delivered after 5:00 p.m.Pacific Time shall be deemed received on the next business day. A party's address may be changed by written notice to the other party;provided,however,that no notice of a change of address shall be effective until actual receipt of such notice. Copies of notices are for informational purposes only,and a failure to give or receive copies of any notice shall not be deemed a failure to give notice. Notices given by counsel to the CHI shall be deemed given by CHI and notices given by counsel to the City shall be deemed given by City. 14 OAK p4850-4521-9861 v10 Section 10.11 Construction. The parties acknowledge that this Agreement has been freely negotiated by both parties,that the parties and their counsel have reviewed and revised this Agreement and agree that the normal rule of construction-to the effect that any ambiguities are to be resolved against the drafting party—shall not be employed in the interpretation of this Agreement or any e�ibits or amendments hereto. Section 10.12 Calculation of Time Periods. All references to time are to Pacific Time Zone time("Pacific Time")unless expressly stated otherwise. Unless otherwise specified,in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included,unless such last day is a Saturday,Sunday or legal holiday for national banks in the location where the Property is located,in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. The last day of any period of time described herein shall be deemed to end at 5:00 p.m.Pacific Time. Secfion 10.13 Execution in Counterparts. This Agreement may be executed in any number of counterparts,each of whom shall be deemed to be an original,and all of such counterparts shall constitute one Agreement. To facilitate execurion of this Agreement, the parties may execute and exchange by telephone facsimile or email in PDF farmat counterparts of the signature pages,which shall be deemed an original. (REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANIC] 15 OAK p4850-4521-9861 v10 i The parties have executed this Agreement on the day and year written below. City: CITY OF CUPERTINO,a municipal corporation BY� �� Name: n J. Its: �"� y�.� Date: Nove ber 19,2013 CHI: CAMPUS HOL I S, NC., a Delaware corpor tio By: Name: � Its: f Date: � �j��slNg,: (r+e'Sr �l` ,2013 �.��.+t.,c� b� �-c� �`�r '°h '. 1�`.�"� �,wvl �,c�e,��e �',� �l�r r��' � %t �P`�¢ S� ` ��•��.(�A.�_��,^��- ( z—f2 —l� Ci�{� c��s.✓�- 16 OAK#4850-4521-9861 v1D � Esceow Agent has executed this Agreement in order to confiA•m khat Escrow Agent ahall act as escrowee with respect to and hpld in esczow the Earnest Money an.d the Tnitial Deposit and the interest earned kheteon, and shall disburse the Earnest Moneq and the Tnitial I�eposit and the interesh earned thereon,puxsuant to the provisions of this Agreemaixt. �'IRST AMERICAN TITL�COMPANY By: Name: � �t b ' Title: Dete; 2013 17 . onx�aeso-aszi-9e�z�an M11p; ��`` ' "'t�., First Americrrn Title Company National Commercial Services ` � 1737 North First Street, Suite 500 Snn Jose, CA 95112 "*`s\ � ,�r+��..� PR:NATLAC Ofc:4305 DATE: 12/06/2013 RECEIPT NO.: 430549178 RECEIPT FOR DEPOSIT FIL�NO.: NCS-644371-SC FUNDS IN THE AMOUNT OF: $10,000.00 WERE REC�IV�D FROM: Apple Inc. CREDITED TO THE ACCOUNT OF: Buyer TYPE OF DEPOSIT: Wire REPRESENTING: Initial Deposit Comments: Property Location: Pruneridge Ave, Cupertino, CA BY: Erick Quintero, 12/06/2013 ESCROW OFFICER: Linda Tugade "The validity of this receipt,f'or the deposit referenced, is subject to clearance by Lhe depository financial institution and credit to our account" Other Copy EXHIBIT PSA-1 LEGAL DESCRIPTION OF THE PROPERTY OAK p4850-4521-9861 v10 � I EXHIBIT PSA-1 EXHIBIT PSA-1 LEGAL DESC.'RIPTION FOR: STREET'VACATION All that certain real property situate in the City of Cupeitino,County of Santa Clara,State of Califomia, being a portion of Pruneridge Avenue as shown on that certain Paroel Map filed for record on October 01, 1976 in Book 380 of Maps at Page 49,Santa Clara County Records,and being more parcicularly described as follows: Beginning at the intersection of the centerline of P�vneridge Avenue(92' wide)and Tantau Avenue(75' wide)as shown on said Parcel Map, Thence westerly along the centerline of said Pruneridge Avenue,South 89°25'11"West,37.51 feet to a point on the southerly prolongation of the westerly right-of-way line of said Tantau Avenue,and said point also being the True Point of Beginning; Thence northerly along said prolongation,North 00°26`29"East,95.12 feet to a point of cusp; Thence along the northerly right-of-way line of said Pn�neridge AvBnue,the following hvelve(I2) courses and distances: 1, Along a non-tangent curve to the right having a radius af 50.00 feet,and to which point a radial line bears South 89°33'3 P'East,through a cenlra]angle of 88°58'42"for an arc distance of 77.65 feet; 2. South 89°25']1"West, ]14.23 feet; 3. Along a non-tangent curve to the left having a radius of 646.00 feet,and to which point a radial line bears North 00°34'39"West,through a central angle of 25°]0 s09"for an arc distance of 283.78 Peet; 4. Along a non-tangent curve to the right having a radius of 554.00 feet,and to which point a radial line bears South 25°46'00"East,[hrough a central angle of 04°20'22"for an are distance of 41.96 feet; 5. South 00°12'S7"West, 1.08 feet; 6. Along a non-tangent curve to the right having a radius of 555.00 feet,and to which point a radial , line bears South 21°23'16"East,through a cemxal angle of 20°4?'48"for an arc distance of 20t.45 feet; 7. South 89°25'19"West,211.89 feet; 8. Along a non-tangent curve to the right having a radius pf 555.00 feet,and to which point a radial line bears South 00°35'03"East,through a cenual angle of 41°28't 2"for an aro distance of 401.70 feet; 9. North 49°06'20"West, 799.86 feet; 10. Along a non-tangent curve to the left having a radius of 645.00 feet,and to which point a radial line bears Nor[h 40°53'45"East,through a cencral angle of 40°1 T 19"for an arc distance of � 453.54 feet; I1. North 89°2;'S3"West,40.04 feet; 12. Along a curve to the right having a radius of 60.00 feet,through a central angle of 12°59'48"for an arc distance of 13.61 feet; Thence leaving said northerly line of Pruneridge Avenue,the following eleven(11)courses and distances: l. South 00°35'AS"West, 12.54 feet; 2. Along a curve to the left having a radius of 9.50 feet,through a central angle of 89°59'38"for an . arc distance of 14.92 feet; /:IPR0./ECTSW11020-21DOCSIS(lRVEYDOCSILEGAL DESCRIPTiONSIPRUNERIDGE VACA710MLegalDescnption.docx Ocrober 14,2013 Job No.A i 1020-2 Page 2 of 2 3. South 89°23'S3"East,47.00 feet; 4. Along a curve to the right having a radius of 87.50 feet,through a central angle of 21°59'IS"for an azc distance of 33.58 feet; 5. South 67°24'38"East, 12.97 feet; 6. Along a curve to the left having a radius of 62.`.�0 feet,through a central angle of 15°55'S4"for an arc distance of 17.38 feet to a point of reverse curvature; 7. Along a curve to the right having a radius of 612.50 feet,through a central angle of 34°14'12"for an arc distance of 365.99 feet; 8. South 49°06'20"East, 105.52 feet; 9. Along a curve to the ieft having a radius of 173.50 feet,through a central angle of 22°55'10"for an azc distance of 69.40 feet to a point of reverse curvature; 10. Along a curve to the right having a radius of 35.50 feet,through a centra]angle of 202°55'10"for an azc distance oF 125.73 feet; . � � � � I 1. Soufh 40°53'40"West,4.00 feet to a point on t:ie southedy right-of-way line of said Pruneridge - -� Avenue; Thenee along said southerly line,the following seven(7)courses and distances: . l. South 49°06'20"East,612.97 feet; 2. Along a non-tangent curve to the left having a radius of 646.00 feet,and to which point a radial line bears South 40°53'09"West,through a cerdral angle of 41°28'12°for an arc distance of 467.59 feet; 3. North 89°25'19"East,211.9 t feet; 4. Along a non-tangent curve to the left having a radius of 646.00 feet,and to which point a radia] line bears South 00°35'28"East,through a cen�ral angle of 25°10'27"for an arc distance of 283.83 feet; 5. Along a non-tangent curve 4o the right having a radius of 554.00 feet,and to which point a radiaf line bears North 25°44'48"West,Yhrough a ceritral angle of 25°10'09"for an arc distance of 243.36 feet; 6. North 89°25'11"East, 110.81 feet; 7. Along a ourve m the right having a radius of 50.00 feet,through a central angle of 91°OP 1 S"for an arc distance of 79.43 feet to a point of cusp nn the westerly right-of-way line of said Tantau Avenue; Thence northerly along the previously mentioned prolongation of the westerly right-of-way line of Tantau Avenue,North 00°26'29"East,9691 feet to the True Point of Beginning. Containing 4.534�Acres. As shown on EXHIBIT PSA-1 attached hereto arid by this reference made a part hereof. Legal Description prepared by Kier&Wright,�Civil Engineers& Surveyors,Inc. ��4ptdD S�pl�F' � �Vt�,Q,P�4A.Aelq9j,9 �o 9 Date JQ �0'�"�3 ,�� i � r Ryan M.Amaya LS 8134 Y�' �' �'�� 'bo.813A �`y�Q' �OF CA��F�� I;IPROJECTSlA1 f 02421DOCSISURVEY DOCSILEGAL DESCRlPTlONSIPRUNERfDGE VACATIONILegal DescripHOn.doCx � W EXHIBIT PSA-1 �•, :.,i;y'i;;;i�'s i�._•; ;n � � _ :..,��F3t? �1i9�49j�::•:: Wi W ----- Z �i$ °o�l°0 5 89°33'31"E1R)� W � � N�i�n �i� (R=50.00')� . � .. ;,,i=" �i=" �ia �i� R'6A6000" G° 7�¢5' B�GINMNG ';�:. i°ng 'u�ii° tnl... vi..,p=2Za:f.78' L3 MN M� .., . nn i� �� L� "' \� L2�� L1 � �'r yi� �i� p 20°A148,� �\ �i °�' L14 i — � ,,� L5 �_201.A5 C2 5�`3 9 . J :.+ . L4 0a�„ I C � �y,� ;,,�, � _ R" ,tip'09 �y TRUE POINTOF 00 ',,", AVENUE �� m �.�y D""Z2q3•38' �..i � BEGINN�NG W IC:� L12 R2560z7�� i�a`n� �� ml$ � N �.�� PORTION OF ��.y83.a3 g��, �i� � - PRUNERIDGE -��tL $i� Q � �"� AVENUE TO BE I ��j zi� �" VACATED �� ' i � 4.5343ACRES � � � � � � � �' � � Z i S 21°23'16"E1R) � - � � (R=555.00'1 �� GZ � N p� „ � ' CURVE TABLE: o ' R'F5A'T�'�� CURVE RADIUS DELTA LENGTH C3 � �` � 0'�'20�q5 � C1 50.00' 88°58'42" 77.65' L7 L6 �'40°4S'�0 � � ��' �� w J C2 554.00' 04°20'22" 41.98' �,q �g �"`�S3 4?9� yb DETAIL C3 6D.00' 12°59'48" 13.61' C5 `� q`Y� SG\LE: 7"=10' � C4 9.50' 69°59'38" 14.92' L8 C6 R�s �+ - C5 87.50' 21°59'15" 33.58' OD�sS 92" .(R=845.00)E�R� C7 173.50' 22°55•50" 69.40' C8 35.50' 202°55'10" 125.73' � � i:r .:•, �;J�:•�:;•i °.: . :°> C9 50.00' 91°01'18" 79.43' W yo <�o . ...(3f3i3��iv1�43);'�,. LL � 0`a �� —1 �:? r: i::�i�•:•••i C `�9a � Q ' E i....:\�.,i::.:4. i Oy,, PORTION OF � � �3f� �':� `�'�� 'p. PRUNERIDGEAVENUE i > �� ' �L TO BE VACATED I i:? it i1p i"!:Ci +> o�'` 4.534±ACRES : e•�.: ,•..::...i... i. S �,.� I 132:f) !�i 4'�j °,�� yy LINE TABLE: �2p� A 8s' LINE BEARING �ISTANCE . C�' nj ��~ L1 S89°25'11"W 37.51' �/L o°,� L2 N 00°26'29"E 95.12' �,(� • ,yM�0o1 k L3 5 89°25'11"W 114.23' G� �/Q • bo�6p.6' "' L4 S 00°12'S7"W 1.08' 29�� (y1 y.Q'.o No�h �Q L AND SG L5 S 69°25'19"W 211.69' / � � R. �S M,q 'f'L L6 N B9°23'53"W 40.04' \� / �oq Ss,q \�" �P� �9 �o V S 00°35'45"W 12.54' / . . . i <�q�28:Op, �+ � .�9 � L8 S 89°23'S3"E 47.00' � •;'•� i:.j<<i'`i�,: i �>p.� �- W L9 S87°2438"E 12.97' � i';�=�^�i!:.. 37i3337P; .� .., � L10 5 49°0620'E 105.52' �`�a �c /D-15-I3 * ui sao°53'40"w a.oa� pRs4 ` Q �T H°. 813� �\Q' L'12 N 89°25'19"E 211.91' <�7?80p, +.�,;,.. �rF OF �A��F�� L14 N 00°28'29"E '96.97' 6jS�2� y.N i PLAT TO ACCOMPANY LEGAL DESCRIPTION DA7E ocr.zo�s FOR: STREET VACATION SCALE �•�� Zoo' CUPERTINO CALIFORNIA �R' gY 58 kw KIER & WRIGHT JOB a„ozo-z EXH i BIT PSA-1 CIVIL ENGINEERS &SURVEYORS, INC. sHEET N0. 33505cattBOUlevard,BUllding23 (40B)R766fi5 l uYRilxEV l�Wm:[fiYptlp141�p.W�SIPNhMA6�jWcePoIXi�'.N�LW\sIREIiv1LAnW\6ftAld+p Mip£P�S10] 6xnV SautaClAla,Cdllfornh9505q fav(408)�2I5641 � �F 1 l EXHIBIT PSA-2 DEED Recording Requested By and When Recorded Return To: Attention: Documentary Transfer Tax is not of public record and is shown on a separate sheet attached to this deed. (Space aboae thie line for Recorder's use) GRANTDEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CITY OF CUPERTINO, a municipal corporation,hereby grants to CAMPUS HOLDINGS,INC., a Delaware corporation, the real property located in the County of Santa Clara,State of California, described on Exhibit PSA-2a attached hereto and made a part hereof (the "Property"). Executed as of this__ day of , 201_. GRANTOR 1 OAK N4850-4521-9861 v10 ��. EXHIBIT PSA-2a EXHIBIT PSA-2a LEGAL DESCRYPTION FOR: STREET WACATION All that certain real properiy situate in the City of Cupertino,County of Santa Clara,State of Califomia, being a portion of Pruneridge Avenue as shown on that certain Parcel Map filed for record on October Ol, 1976 in Book 380 of Maps at Page 49, Santa Ciara County Records,and being more particularly � described as follows: Beginning at the intersection of the centerline of Pruneridge Avenue(92'wide)and Tantau Avenue(75' wide)as shown on said Parcel Map, - Thence westerly along the centerline of said�Pruneridge Avenue,South 89°25'I I°West,37.5 4 feet to a point on the southerly prolongation of the westerly right-of-way line of said Tantau Avenue,and said point also being the True Point of Beginning; Thence northerly along said prolongation,North p0°26'29"East,95.12 feet to a point of cusp; Thence along the northerly right-of-way line of said Pruneridge Avenue,the following hvelve Q 2) courses and distances: 1. Along a nomtangent curve to the right having a radius of 50.00 faet,and to whiqh point a radiat line bears South 89°33'3 P'East,through a central angle of 88°58'42"for an arc distance of 77.65 feet; 2. South 89°25'I 1"West, ]14.23 feet; 3. Along a non-tangent curve to the left having a radius of 646.00 feet,and to which point a radial line beazs North 00°34'39"West,through a cenhal angle of 25°]0'09"for an arc distance of 283.78 feet; 4. Along a non-tangent curve to the right having a radius of 554.00 feet,and to which point a radial line beazs South 25°46'OD"East,through a central angle of 04°20'22"for an arc distance of 41.96 feet; 5. SouYh 00°12'S7"WesY,].08 feet; 6. Along a non-tangent curve to the right having a radius of 555.00 feet,and to which point a radial line bears South 21°23'16"East,through a ceniral angle of 20°47'48"for an arc distance of 201.45 feet; 7. South 89°25'19"West,211,89 feet; 8. Along a non-tangent curve to the right having a radius of 555.00 feet,and to which point a radiaJ line bears South 00°35'03"Eas[,through a central angle of 41°28'12"for an arc distance of 401.70 feet; 9. North 49°06'20"West,799.86 feet; ]0. Along a non-tangent curve to the left having a radius of 645.00 feet,and to which point a radial line bears North 40°53'45"East,through a ceniral angle of 40°1 T 19"for an arc distance of 453.54 Feet; � ]I. North 89°23'S3"West,40.04 feet; 12. Along a curve to the right having a radius of 60.00 feet,through a central angle of 12°59'48"for an arc distance of 13.61 feet; Thence leaving said northerly line ofPruneridge Avenue,the following eleven(11)courses and distances: 1. South 00°35'45"Wes2, 12.54 feet; 2. A�ong a curve to the Ie8 having a radius of 9.50 feet,through a centra]angle of 89°59'38"for an arc distance of 14.92 feet; l:IPROJECtS1A1 f020.21DOCSISURVEY DOCSIlEGAL DESCRIPTIONSIPRUNERIDGE VACATIONLLeqal Desaipdon.dacx I October 14,2013 Job No.A]]020-2 Page 2 of 2 3. South 89°23'S3"East,47.00 feet; 4, Along a curve to the right having a radius of 87.50 feet,through a central angle of 2]°59'15"for an arc distance of 33.58 feet; 5. SOUth 67°24'38"East, 12.97 feet; - 6. Along a curve to the le8 having a radius of 62.50 feet,through a central angle o£(5°55'S4"for an aro distance of 1738 feet to a point of reverse curvature; 7. Alodg a curve to the right having a rsdius of 612.50 feet,through a central angle of 34°l4'12"for an arc distance of 365.99 feat; 8. South 49°06'20"East, 105.52 feet; 9. Along e wrve to the left having a radius of 173 SO feet,through a central angle of 22°55'10"for an arc distance of 69.40 feet to a point of reverse curvature; f 0. Along a curve to the right having a radius oF35.50 feet,through a central angie of 202°SS 10"for an arc distance of]25.73 feet; �� 11. Souih 40°53'40"Wes[;�4.00 feet to a point on the southerly right-of-way line of said Pruneridge � Avenue; Thence along said southerly line,the following seven(7)courses and distances: 1. South 49°06'20"East,612.97 feet; � 2. Along a non-tangent curve to the left having a radius of 646.00 feet,and to which point a radial ]ine beazs South 40°53'09"West,through a central angle of 4]°28'12"for an arc distance of 467.57 feet; 3. North 89°25'19"East,211.91 feet; 4. Along a non-tangent curve to the left having a radius of 646.00 Feet,and to which point a radial line bears South 00°35'28"East,through a ceniral angle of25°IO'27°for an arc distance of 2$3,83 feet; 5. Along a non-tangen[curve to the right having a radius of 554.00 feet,and ro which point a radial line bears North 25°44'48"West,through a cer.tral angle of 25°10'09"for an arc distance of 243.36 feet; � 6. North 89°25'11"East, I 10.81 feet; ?. Along a curve to the right having a radius of 50.00 feet,through a central angle of 91°01']8°for an arc dis[ance of 79.43 feet to a point of cusp on the westerly right-of-way line of said Tantau Avenue; Thence northerly along the previously mentioned prolo:igation of the westerly right-of-way line of Tantau Avenue,NoMh 00°26'29"East,96.91 feet to the True Poin[of Beginning. � Containing 4.534 f Acres. As shown on EXHIBITP5A-2aattached hereto and by this reference made a part hereof. Legal Description prepared by Kier&Wriglit,�Civil Engineers& Surveyors,Inc. �p 4A�!1 g�� ,r�, �G4'QP�@R.qqq,p��'�•p9 Date /D ^/s"�3• ♦ w ♦ Ryan M. Amaya LS 8134 5�' �" �'j. �'o.813A �,,�Q ��OF CA��F�� tIPROJECTSIA 71020-2lDOCSISURVEY DOCSILEGAL DESCRIPTiONSIPRUNERIDGE VACAiIONILegal Doscnptlon.docx i W EXHIBIT PSA-2a :a :. :•,;•.: : :. : :., -� --i � � � ;.:�136i} ^"�4�j ::,: Wi wi ---- W �io ai=' io oi$ S 89°33'31_E�R) �K�j � N�vS �� (R=50.Oti) ^. �i - �� 1P� `�iK �i� R'646p09" ^ Q POINTOF ;_. �j° �i$ N�.., tn„p<22a;-,7g L3 G 75' BEGINNING .... i� �� 555.00' � J L� � 1 L2 11 N u 474 � � �1 °' L14 � � o:�r�, °i�R�' giK Rc 8� � - - � „ . �n", L5 cn," ��2�1,45� C2 J "+ L4 �L13 � m '`." AVENUE \ 0.=�5�1009" �y TRUEPOINTOF � m ��2 D�L5a3,36' �I � BEGINNING W '�T 1 Rc6k8.007„ ��\r'm, 4�2 �io �. W ,'.i:? L12 25°q02 `��$; �° z N tc�' PORTIONOF fl�c283.83' �$�'�A, �i "" PRUNERIDGE -�� oi� Q �- AVENUE TO BE I �(� Z;� �" i VACATED � � � � �� i i 4.534tACRES r' � � � i S 21°23'16"E�R) J � (R=555.00'i -`� GZ � � 5y0Q „ � ' CURVE TABLE: o R'`;�=p9'AS � � CURVE RADIUS DELTA LENGTH C3 <v R` � D"V,g0�b5 � Ci 50.Op' 88°58'42" 77.65' �� g Oc4p 45 p�, � � C2 554.00' 04°20'22" 41.86' � �r1 � �� C4 LB :�53rsQ9° c�� I�ETAIL C3 60.00' 12°59'48" 13.61' C5 �yR'� SCALE: 7"=10' C4 9,50' 89°59'38" 14.92' L9 C8 �R.6j. CS 87.50' 21°59'15" 33.58' �� 3qo 25p . ' .. : .. C6 82.50' 15°55'54" 17.38' O ��3GS�g9?" �R4645.00')E�.RZ C7 173,50' 22°55'10" 69.40' � � . CB 35.50' 202°55'10" 125.73' `::�:"• i:+'i��`:'' '• '^' C9 5q.00' 91°01'18" 79.43' W � ��o . . ...,3AG ,;i 4E3)i::.. LL i h°� �• J i i::,;•�i:::':.,:..., i �49e i Q •�: .'..•::.:.. : �., PORTION OF � i � � I3'-3 �*� 49J �� 'O. PRUNERIDGEAVENUE I C� �G TO BE VACATED . I i:) i�, j:q;'��:�; 9� 4.534 3 ACRES S • I (37i>�i�i �49)��. °,�. �l�'� LINE TABLE: 2p! A 6' LINE BEARING DISTANCE F �Q ��~ Lt S 69°25'11"W 37.51' ��/.[. �O°j�\ L2 N 00°26'29"E 95.12' `,,(� po k L3 S89°25'11"W 11423' E •r/O `• O�,�p,6' „' LAND L4 S00°12'57"W 1.08' �29i�,, �'1j 5Q'r' No�h � g L5 S 89°25'19"W 211.89' � /p„ �`��' � M.q G�G L6 N 89°23'53"W 40.04' �� i �.qy`SSSD .. C>�" ..LP� ��9 �f L7 S 00°35'45"W 12.5G' / , j ��q 2B• �� ' � 4 .�7' P L8 5 69°23'S3"E 47.D0� C ;r' ;:.:� ��:::.� 't �r?a2�� ..�,.� w � L9 587°24'38"E 12.97' \ (,3vo�i•;c:.��3',�3�93'?2.) .,, "�.:�i .,�. L10 S 49°06'20"E 105.52' � � * ��1'S"I',S '* L11 540°53'40"W 4.00' OR�6q '°�� J'J. No k �'e' L12 N 89°25'19"E 211.91' � 4y26�0,�� ;:;;.Q 9TF OF 8 A��F�� L14 N 00°26'29"E 196.91' 46jS�� `i:� .' � �. PI.ATTO ACCOMPANY LEGAL. DESCRIPTION °P'TE ocr.zo,a FOR: STREET VACATION scA�E �"=zo0' CUPERTINO CALIFORNIA DR. BY 5g k I<.IER & WRIGHT 10g a>>ozo-z EXH IBIT PSA-2a � CIVIL ENGINEERS &SURVEYORS, INC. SHEETNO. 3350 Scon Boulevard,eulldinq 33 (40W]Z]66fi5 1 p4aNnen i'.VaOAC�SV.IIOID-a�0YC�1[hvplS�yFUHR�IXivKllipX�ttA[ElvnfAnp�f-Pllta+g WIW!qlp 3 6�.%AU Sdi�flClara,GliFOrnIa95054 fax(408)12]5641 � 0� I . . .. . . .. . . . . . . . . . . .. .. . II I State of California ) )ss. County of ) . On before me, Notary Public,personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are sixbscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJ(JRY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and official seal. Signature (Seal) EXHIBIT PSA-2a TO DEED PROPERTY DESCRIPTION [To be added.] 2 OAK k4850-4521-9861 v10 i .2013 Santa Clara County Recorder , California_ Re: Request That Statement of Documentary Transfer Tax Not Be Recorded Dear Sir or Madam: Request is hereby made in accordance with Section 11932 of the Revenue and Taxation Code that this statement of tax due not be recorded with the attached deed but be affixed to the deed after recordation and before return as directed on the deed. The attached deed names CITY OF CUPERTINO, a municipal corporation, as grantor and Campus Holdings, Inc., a Delaware corporation, as grantee. The property being transferred and described in the attached deed is located in the County of Santa Clara, State of California. The amount of Documentary Transfer Tax due on the attached deed is $ computed on full value of the property conveyed. GRANTOR: 3 OAK p4850-4527.-9861 v10 �.